General Terms of Service

(Last updated June 15, 2026)

These general terms of service are between FintechWerx International Software Services Inc., having a place of business at Suite 300-1275 West 6th Avenue, Vancouver, British Columbia V6H 1A6(“WERX”)and the entity accepting this Agreement(“Company”).Company’s use of the Services, as defined below, is subject to these terms of use (together with all applicable schedules, the“Agreement”).Capitalized terms in this Agreement are defined in the glossary at the end of the Agreement.

This Agreement includes these general terms of service together with the following some of which may be completed in separate acknowledgements through the Account or my other means prescribed by WERX:

Schedule “A” General Terms of Service and PAD Authorization Schedule “B” Card Payment Processing Terms

Schedule “C” Ewallet Terms Schedule “D” EFT Service Terms

Schedule “E” Customer Communication Service Terms Schedule “F” Service Specifications

Schedule “G” Order Form

1. Services

WERX will provide the Services to Company, as per the Order Form and Specifications, for the Term of this Agreement subject to payment by Company of applicable Fees and the terms and conditions of this Agreement.

2. Limited License to Use
   

2.1. As an element of the Data Services, WERX hereby grants to Company, during the term hereof, a non-exclusive, non-transferable, limited license (the“License”)to use the Software to access the Data Services in the Territory, upon the terms and conditions hereinafter set forth. The Software shall be used by Company solely for its internal business purposes and Company acknowledges and agrees that WERX does not convey any right, title or interest in the Software to Company other than the License granted herein and hereby, and that all Intellectual Property Rights relating to the Software shall be the property of WERX and its licensors. Nothing in this Agreement shall confer or grant to Company any Intellectual Property Rights in the Software, Data Services or other Services or other software or systems of the WERX other than the limited License of use described above.

2.2. The Software, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the Software, and other materials issued to Company in connection with the License), appearance, structure and organization, is a proprietary product

of WERX and is protected by copyright and other laws. Company acknowledges that WERX expressly reserves the entire right, title and interest in and to the Software, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Software. Unless authorized by WERX, Company shall not remove any trademarks, proprietary legends, or copyright notices from the Software, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the Software in any manner.

2.3. Company acknowledges that the Software contains open-source software including the Third-Party Software and Company agrees to comply with the terms of the open-source software licenses applicable thereto.

2.4. Company hereby acknowledges and agrees that the License granted hereby is an object code only license. Except as expressly set forth in this Agreement, Company shall not:

(a) copy, duplicate, modify or create derivative works from all or any portion of the Software or its related documentation or otherwise seek or utilize any expression of the Software in other than object code form;

(b) decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(c) sublicense, distribute, rent, lease, sell or otherwise transfer the Software;

(d) use the Software to provide services to any third parties other than Customers; or (e) alter or otherwise modify the Software.

2.5. As a condition of WERX’s grant of the License to Company hereunder, Company agrees that on at least ten (10) days’ prior notice: (i) Company agrees to provide WERX with access, at reasonable times, to all computer equipment used to process the Software, including, without limitation, any server that supports the Software; and (ii) Company grants to WERX the right to audit, inspect, and review all of Company’s books and records regarding its use of the Software and Data Services.

2.6. The License shall terminate on any termination of this Agreement or any suspension of the supply of the Data Services.

3. Intellectual Property Rights in Services

3.1. WERX reserves all rights not expressly granted to Company in this Agreement. The Services are protected by copyright, trade secret and other Intellectual Property Rights. WERX owns the title, copyright and other worldwide Intellectual Property Rights in the Service. This Agreement does not grant Company any rights to any of the names, trademarks or service marks of WERX, its Affiliates or their licensors. Company may not transfer, assign or sub-license the right to use the License or any other part of the Data Services under this Agreement.

4. Delivery and Acceptance
   

4.1. Unless otherwise provided in the Specifications, the Services shall be made available by electronic means from servers identified for such purpose by WERX after WERX is first in receipt of the first Fees payable hereunder subject to such delays as WERX may require to establish adequate security and risk mitigation measures for the Services and Company.

4.2. Company shall be deemed to have accepted the Software and Data Services fifteen (15) days from when they are first available to Company hereunder, as reasonably determined by WERX (the“Trial Period”). Where Company rejects the Software or Data Services within the Trial Period by a writing delivered to WERX within such period, then Company shall be relieved of its Minimum Fee obligations unless otherwise provided in the Specifications and WERX may terminate this Agreement. Where Company has not rejected the Software or Data Services in a writing delivered to WERX during the Trial Period, then Company shall be liable for all Minimum Fees, such as they may be notwithstanding any subsequent rejection thereof or termination hereof.

5. Modifications

5.1. WERX is under no obligation to modify any of the Software or Data Services. Nonetheless, WERX reserves the right, without prior consent from Company, to modify the Services at its sole discretion upon notice to Company (email sufficient).

5.2. On written agreement between the parties, the Specifications may be modified, subject to payment of the applicable additional Fees set out in an Order Form or amendment hereto. Modifications to the Software or Services accepted in the foregoing manner shall be deemed part of the Data Services.

5.3. WERX may, at its sole discretion, introduce additional features into the Services for testing purposes(“Trial Features”),provided that they do not materially detract from the performance of the key Service features. WERX has no obligation to provide Company with documentation of Trial Features. Trial Features do not become permanent elements of the Services unless specified by WERX in a notice to Company. Trial Features may be changed, replaced or removed by WERX at any time without prior notification or consent of Company. Trial Features deployed by the WERX shall be deemed part of the Services for the period of their deployment.

6. Compatibility

6.1. Except as specifically set out in the Specifications, WERX makes no representation or warranty with respect to the actual or projected compatibility of the Services with Company, Customer, Processor or any other third-party systems or services.

6.2. Insofar as Company uses the Services in conjunction with a third-party system and such third-party system renders the Services partially or completely inoperative, then notwithstanding any provision herein to the contrary, WERX shall have no liability to Company or any third-party for such partial or complete inoperability.

7. Company Counterparty Access

7.1. Pursuant to the terms of a Company Relationship, Company may provide services that make use of the Software and Services. No Company Relationship shall include any sub-licensing or reselling of any part of the Services or Software to any third-party.

7.2. Company assumes sole and exclusive responsibility for all Customers, Suppliers and Third-Party Servicers. Company may not create any liability on the part of WERX or its licensors in respect of Customers, Suppliers or any other third-party. Company shall indemnify and hold harmless WERX and its licensors from and against all claims, losses and other liabilities arising from or in respect of Customer Relationships, Third-Party Servicers, Processors or Customers.

8. Account

8.1. So long as Company is not in breach of this Agreement, WERX may, at its discretion, grant Company a unique and private Account through which to access the Services. The Account shall be a record of Company Transactions and Fees. WERX shall provide Company with access codes for the Account. Subject to applicable Fees, WERX may grant Company, or Customers, on instructions from Company, access to certain limited information within the Account. Company may not disclose such codes or permit any third-party to use them, or those of Customers, on penalty of forfeiting the whole of the Account. Company assumes full responsibility for the use of its Account and the access codes thereto and shall indemnify WERX for all claims, losses or other liabilities arising therefrom. From time to time, Company will be invited to enter certain preferences and specifications within the Account that will apply to the Services; Company assumes exclusive responsibility for such selections even if they contain errors on the part of the Company or cause losses to the Company. Except as required to deliver the Services for the benefit of Customers or as otherwise required by law, WERX shall not grant any third-party access to the Account of Company unless access is mutually agreed upon by the WERX and the Company.

9. Prohibited Activities

9.1. It is forbidden for Company to use the Services to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any “Prohibited Activity”, meaning: fantasy phone call services; non-governmental lottery sales; massage parlours; escort services; ticket-factoring businesses characterized by merchants depositing sales drafts not generated through their own business activities; organizations involved in pyramid selling; internet gambling, including virtual casinos and betting of any kind; pre-adult content depicting pictures, videos, or other material involving individuals under the age of 18; unlicensed binary business activities; firearms, ammunition, high-capacity magazines, tasers, stun guns, air guns, paint guns, weapons, swords, and knives; fireworks and pyrotechnic devices or supplies; alcoholic beverages; matrimonial sites and “find-a-bride” services; smoking mixtures or tobacco substitutes; cultural artifacts and antiquities; controlled substances and unapproved drugs or medical devices; Native American artifacts; and any product or service that is illegal in the United States or Canada.

10. Prohibited Persons

10.1. The following Persons are prohibited from directly or indirectly using the Services:

(a) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; and (iii) Persons, or their Affiliates, who have procured services from WERX and have been terminated for cause by WERX.

(b) Any Person who is (i) listed on the anti-terrorism financing list, maintained by the Office of the Superintendent of Financial Institutions (available at https://www.publicsafety.gc.ca/cnt/ntnl-scrt/cntr-trrrsm/lstd-ntts/index-en.aspx), pursuant to subsection 83.05(1) of the Criminal Code (the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and United Nations Al-Qaida and Taliban Regulations) or other similar anti-terrorism financing legislation or regulation (each a “Canadian Listed Person”); (ii) located in or operating under a license issued by a jurisdiction identified by the Canadian Government as a sponsor of international terrorism; or (iii) not in compliance or non-cooperative with anti-money laundering legislation contained in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its associated regulations, guidelines by the Financial Transactions Reports Analysis Centre of Canada or other similar applicable anti-money laundering, anti-terrorism financing legislation or regulation, or international anti-money laundering principles or procedures by an intergovernmental group or organization of which Canada is a member.

11. Transactions

11.1. Company shall use the Services only in conjunction with good faith arm’s length Company Counterparty Transactions and not for Transactions for Company itself or its employees, agents or Affiliates. Company shall review Transactions and promptly notify WERX of any irregularities or actual or suspected unauthorized activity. In order to carry out Transactions, Company shall collect only such Data as is necessary for such Transactions, as determined by the Processor and the Rules, and shall only collect, use, store, or disclose such information as instructed by the Customer, in compliance with the Company’s privacy policy, and in accordance with applicable privacy laws including the Personal Information Protection and Electronic Documents Act(“PIPEDA”),the Personal Information Protection Act (British Columbia)(“BC PIPA”),and the Payment Card Industry Data Security Standard(“PCI DSS”).Company shall implement and maintain appropriate technical and organizational security measures to protect Data against unauthorized access, collection, use, disclosure, copying, modification, disposal, or similar risks, in accordance with applicable privacy laws and PCI DSS requirements. Company shall promptly notify WERX in writing of any privacy breach or unauthorized access to Data within twenty-four (24) hours of becoming aware of such breach, and shall cooperate fully with WERX in responding to and remediating such breach.

11.2. Company acknowledges that with respect to financial transactions completed by a Processor or other Third-Party Processor of Company, WERX offers no guarantee as to the financial or other results of any transaction all of which are the sole and exclusive responsibility of Company under its agreements with the applicable third-party. WERX makes no representation or warranty as to the accuracy or completeness of any Transaction or other Data all of which is Company responsibility. WERX is under no obligation to monitor the content of Data to, for example, detect fraud by Customers, Suppliers, Company representatives and other third parties.

12. American Express Direct Processing

12.1. If Company processes directly with American Express, it agrees with the following, as applicable. In this Section,“you”refers to Company and its Customers, if any:

12.2. Access via Ecommerce Application. You understand and agree that if you install a third-party e-commerce application or your own custom integration on your Web Site through which you access American Express directly, it is your responsibility to comply with or select an e-commerce application that complies with the most current American Express standards and operational requirements. In addition, it is your responsibility to keep your systems in good working order and to repair and correct any deficiencies, errors, or defect promptly during the term of this Agreement if notified by WERX or American Express that such repair is necessary for the Direct Processing services to operate properly and in accordance with American Express requirements. WERX will promptly notify you of American Express required changes to your system. You understand and agree that your failure to perform these functions may result in your inability to process such Transactions through WERX or in WERX or American Express suspending or terminating your right to access the Direct Processing services.

12.3. Inability to Access Service. You acknowledge and agree to notify WERX immediately of online processing problems, including but not limited to providing WERX’s customer service department with notice within forty-eight (48) hours of your use of voice authorizations for Transactions that would otherwise have been sent using the Data Services described herein.

12.4. In no event shall WERX be liable for Transaction processing and other services performed by American Express.

13. Customer Counterparty Relationship

13.1. WERX is not party to the commercial relationships that necessitate Transactions. Company shall indemnify and hold harmless WERX and its shareholders, directors, officers and employees from any and all claims, losses or other liabilities arising from or in relation to the Company or Company Counterparty Relationship with any Customer, Supplier, Acquiring Bank or Processor or otherwise on account of any Product, including any and all costs associated with the legal defense related to such claims.

13.2. COMPANY AGREES AND COVENANTS THAT UPON WERX RECEIVING DATA ON ACCOUNT OF THE COMPANY USING THE SERVICES, THAT COMPANY OR ITS DESIGNEE HAS OBTAINED FROM A CUSTOMER OR SUPPLIER ANY AND ALL CONSENTS NECESSARY FROM THE CUSTOMER OR SUPPLIER, IN ACCORDANCE WITH APPLICABLE LAW, IN ORDER FOR WERX TO COLLECT, USE, AND DISCLOSE THE DATA AS NECESSARY TO PERFORM THE SERVICES. COMPANY ACKNOWLEDGES THAT WERX PROCESSES DATA AS A SERVICE PROVIDER ON BEHALF OF COMPANY AND THAT COMPANY REMAINS RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE PRIVACY LAWS. COMPANY SHALL INDEMNIFY AND HOLD HARMLESS WERX FROM ANY CLAIMS ARISING FROM COMPANY’S FAILURE TO OBTAIN PROPER CONSENTS OR COMPLY WITH PRIVACY LAWS.

14. Compliance

14.1. Services are provided in compliance with WERX’s anti-money laundering program(“AML Program”)that has been adopted pursuant to requirements of the PCMLTFA and RPAA. Company shall provide any and all information requested by WERX to comply with its AML Program. WERX shall disclose information concerning Company and Transactions to regulatory agencies and law enforcement in a manner consistent with its AML Program and Applicable Law.

14.2. On at least ten (10) days prior notice, Company shall grant WERX, its designee, a regulator having jurisdiction over WERX or a Payment Network the right to audit or review the records of Company relevant to Services in order to verify compliance with the terms of this Agreement.

14.3. In the event of any audit, inspection or request for information of WERX or any Third-Party Servicer by a Payment Network or a governmental agency such as Fintrac or the Bank of Canada, Company shall cooperate and provide any and all records necessary to fully respond to such audit, inspection or request for information at no cost to WERX.

15. Data Integrity

15.1. Company is solely responsible for instituting, operating and procuring all necessary back-up procedures on its own systems and those of its Customers and Suppliers to ensure that data integrity can be maintained in the event of loss of any data processed by the Services for any reason. Company acknowledges its obligations under Applicable Law to protect personal information through appropriate safeguards including backup and recovery procedures.

15.2. Each party is responsible for the security of data stored on its systems or those under its control or supervision.

16. Fees

16.1. Company shall pay Fees for use of the Data Services as detailed in each Order Form. Unless otherwise provided in the Schedules to this Agreement or in the Specifications: (i) WERX shall invoice Company on a weekly basis; and Fees contemplated in an invoice shall be immediately due. (ii) The Fees are subject to change as per the terms of this Agreement. (iii) Fees collected are not refundable. (iv) Fees that are not paid when due, following a notice requesting payment, will accrue interest at the rate of 1% per month (12% per annum) or the maximum rate allowed by the Interest Act (Canada) and applicable provincial law, whichever is less, calculated and compounded monthly, starting on the day after they were due.

16.2. Company is liable for all federal, state/provincial and local taxes that may apply to the Data Services and they are in addition to the Fees.

16.3. If Company wishes to dispute any Fees owing, Company shall notify WERX of the dispute within thirty (30) days of the date of the invoice, failing which Company shall forego the right to dispute the amount thereof. Such notice of dispute, or any other dispute as to Fees or other matters hereunder, shall not excuse Company from paying all current and past WERX invoices and all other amounts owing hereunder. On settlement of the dispute, the parties shall make reciprocal adjustments as per the terms of such settlement.

16.4. Company authorizes WERX to draw on or deposit to the Company Deposit Account by debits or credits in paper, electronic or other form for the purpose of paying Fees, performing Transactions and all liabilities of Company under this Agreement. Company authorizes the financial institution where the Deposit Account is located to honor and pay such debits and credits, including those that may be transmitted via Electronic Funds Transfer(“EFT”),or the equivalent in the local jurisdiction of the Company (in either case, the“Debit Authorization”). The Debit Authorization shall permit WERX at varying intervals to deposit to and withdraw varying amounts from the Company Deposit Account in accordance with Transactions initiated by Company. The Debit Authorization shall remain in effect for the term hereof and so long as Company has any liabilities to WERX hereunder and for one year thereafter unless Company notifies WERX, through the Site or otherwise in writing, that it has revoked the Debit Authorization. If a Company revokes its Debit Authorization, WERX shall cease providing the Services to the Company.

16.5. If Company has provided credit card information to WERX, then WERX is authorized to debit Fees and any and all other amounts owing hereunder to such card.

16.6. Unless this Agreement is terminated by WERX for no reason or this Agreement is terminated for material and uncured default of WERX hereunder which remains uncured for thirty (30) days following notice to WERX, then no termination of this Agreement shall diminish liability of Company for Minimum Fees. Liabilities accruing during the Term of this Agreement shall survive termination.

16.7. WERX may set-off or deduct any amount owing to WERX or a Third-Party Servicer from Company or any Affiliate from any amount otherwise payable to Company or an Affiliate.

17. Company Representations and Warranties

Company hereby warrants and covenants to WERX that:

17.1. Duly Constituted. The Company is a business or carries on an organized economic activity for profit or otherwise and, if it is not an individual, is duly constituted under the laws of its constituting jurisdiction and that it has legal capacity to enter into this Agreement and perform its obligations hereunder. The Company is registered as a business in every jurisdiction where it carries on business;

17.2. Duly authorized. Company has the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by the Company does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which the Company is subject;

17.3. Notice of Defects. Company will immediately advise WERX, Customers and its other customers in writing of defects in the Product or any claim or threatened claim against it in relation to the Product.

17.4. Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where each of WERX and Company are located as well as the Rules. Company shall not use the Services to sell, purchase, trade in or promote or otherwise facilitate any Prohibited Activities or otherwise in breach of this Agreement or any other agreement with WERX, any of its Affiliates or any Third-Party Servicer. Company warrants that it and its Customers and Suppliers, as the case may be, shall comply with applicable PCI DSS, such as they are from time to time.

17.5. Solely for WERX Purposes. Company shall use the Services exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.

17.6. Opportunity to Consult Counsel. It has had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.

17.7. Taxes on Product. To the extent that Company is responsible for collecting taxes from its Customers for the sale of Product, then such responsibility shall be solely of the Company and Company shall indemnify and hold WERX harmless from and against all liabilities that WERX may incur in respect of taxes on Product.

17.8. WERX Not Liable for Product. Company assumes all responsibilities and liabilities associated with its Product. WERX assumes no liability for any Product and Company shall indemnify and hold WERX harmless in respect of all claims, liabilities or other losses arising from or on account of any Product.

17.9. Latest Version Only. Company shall promptly install all upgrades, bug fixes, and other improvements to the Data Services as they are released.

18. WERX Representations and Warranties

WERX represents and warrants the following subject to the limitations on its liability set out herein:

18.1. WERX warrants that it shall use commercially reasonable efforts to comply with applicable Payment Card Industry Data Security Standard(“PCI DSS”),as they may be amended from time to time, the Retail Payment Activities Act(“RPAA”),the Personal Information Protection and Electronic Documents Act(“PIPEDA”)and British Columbia’s Personal Information Protection Act (“BC PIPA”)regarding the collection, use, and disclosure of personal information.

18.2. WERX holds all necessary Intellectual Property Rights in the Data Services to grant the License set out herein and is not aware of any third-party claims challenging any right granted hereunder; and to the best of its knowledge the Data Services do not infringe or otherwise violate the Intellectual Property Rights of any third-party in Canada.

18.3. The foregoing representations and warranties shall not apply if the Services have been used in a manner inconsistent with the terms hereof or the Services have been modified by a Person other than WERX, or the defect is caused by acts or omissions of a third-party or the incompatibility of third-party systems with those of the WERX.

18.4. WERX does not represent that the Services will be uninterrupted or error-free. Company shall promptly notify WERX, but in no event more than two (2) days following it becoming aware of any breach by WERX of the representations and warranties made herein. If Company is aware of a breach of the representations and warranties of WERX herein and does not notify WERX thereof within such period, then Company shall forego any remedies in respect thereof under this Agreement or at law. WERX shall use commercially reasonable efforts to repair defects in its performance under the foregoing representations and warranties within thirty (30) days of receipt of notice thereof. If Company is dissatisfied with such attempt by WERX, then the sole remedy of the Company shall be to terminate this Agreement.

19. Indemnification

19.1. Indemnification by Company. Company shall defend, indemnify, and hold WERX, its suppliers, licensors, and/or Affiliates and any of their officers, directors, agents and employees harmless from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or other expenses, including reasonable attorneys’ fees and other litigation expenses, incurred by WERX arising out of or relating to: (i) any breach or alleged breach by Company of any representation, warranty, or obligation of Company set forth in this Agreement; (ii) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Company or any of its employees, agents,

or Third-Party Servicers; (iii) the reliability, accuracy, or legitimacy of Data or purchase orders submitted by Company, its Customers, Suppliers or Third-Party Servicers to WERX; (iv) Transactions submitted by Company to WERX and rejected by WERX or Processor; (v) claims by Customers or Processors, including, without limitation, claims relating to the disclosure of Customer Data; (vi) violation by Company or any Customer or Supplier of any (A) laws; (B) Rules; or (C) orders or requirements of any regulatory body or agency having jurisdiction over the subject matter hereof; (vii) any violation of WERX’s then current policies or guidelines; or (viii) any violation by Company of PIPEDA, PIPA, or other applicable Canadian privacy laws in connection with the collection, use, disclosure, or retention of Customer Data or personal information.

19.2. Defense in Indemnification. If the indemnifying party fails to assume the defense of any actual or threatened action covered by this Section within the earlier of (a) any deadline established by a third-party in a written demand or by a court, and (b) thirty (30) days of notice of the claim, the indemnified party may follow such course of action as it reasonably deems necessary to protect its interest and shall be indemnified for all costs reasonably incurred in such course of action; provided, however, that the indemnified party shall not settle a claim without the consent of the indemnifying party. Concerning claims in indemnification related to Intellectual Property Rights in the Services, Company shall promptly notify WERX in writing of any alleged infringement of which it has notice, Company shall not make any admissions without WERX’s prior written consent and Company shall allow WERX to lead, at its own expense, in all defenses, negotiations and settlements related to such claims.

20. Term and Termination

20.1. Term. This Agreement shall be effective commencing on the Effective Date and continue for a period of the Initial Term. After the Initial Term, this Agreement shall be renewed automatically for additional consecutive Renewal Terms, unless earlier terminated in accordance with the terms hereof.

20.2. Termination. Either party may terminate this Agreement on ninety (90) days’ notice prior to the end of the then current Term. Either party may terminate this Agreement if the other is in material breach of the terms hereof and such breach remains uncured for thirty (30) days following notice thereof.

20.3. Termination by WERX. WERX has the right to suspend its performance hereunder or terminate this Agreement without prior notice or demand if: (i) Company fails to pay any amount owing hereunder within three (3) days of the day on which it is due; (ii) Company ceases to process the quantity of Transactions that it projected to process on application to WERX for the Services; or (iii) performance by Company hereunder will expose WERX to excessive financial, security or reputational risk, as determined by the WERX, acting reasonably.

20.4. Procedure upon Termination. Upon any termination of this Agreement, Company shall no longer be entitled to use the Account, the License or any other part of the Services. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve the Company of its obligations to pay accrued Fees or other liabilities to WERX hereunder. Company shall bear the whole of its costs associated with any termination, including but not limited to finding a substitute supplier of services similar to those of WERX. For thirty (30) days following termination, WERX shall make Customer Data on its systems available for Company to transfer to a third-party that is: (i) under contract with Company; and (ii) PCI DSS compliant.

WERX reserves the right to permanently delete all Customer Data and other Company information in WERX systems after thirty (30) days following any termination of this Agreement.

21. Confidentiality

21.1. Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party during negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third-party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third-party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement.

21.2. For the purposes of this Agreement,“Confidential Information”means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients or customers. Confidential Information, to be such, must be of a nature that it is reasonably expected to be kept confidential. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, software, APIs, Customer Data, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third-party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. On termination of this Agreement, each party shall destroy Confidential Information of the other party in its possession, except as may be required for audit, reporting or data-retention requirements of Laws, Rules, Acquiring Bank or Processor.

22. LIMITATION OF LIABILITY

22.1. EXCEPT AS SET OUT EXPRESSLY IN THIS AGREEMENT: (I) THE SERVICES ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS; AND (II) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WERX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY WERX WILL BE UNINTERRUPTED OR ERROR FREE.

22.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WERX, ITS SUPPLIERS, AGENTS AND AFFILIATES, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO COMPANY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF WERX HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

22.3. IN NO EVENT SHALL WERX’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO THE COMPANY, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN WERX AND COMPANY) EXCEED THE FEES

ACTUALLY PAID TO WERX BY COMPANY DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

23. General.

23.1. Force Majeure. WERX shall use its commercially reasonable efforts to perform its obligations hereunder, however, WERX, its Affiliates, agents or licensors shall not be liable for any loss resulting from the activities of Company, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond WERX’s reasonable control including, without limitation, acts of God, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. WERX’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by Company.

23.2. Notices. All notices to Company hereunder shall be delivered to Company to the e-mail address provided on establishment of the Account. Any notice given by Company to WERX under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested to WERX at the WERX address detailed in this Agreement.

23.3. Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint venturers or as agents or employees of

one another or as authorizing either party to obligate the other in any manner. Company shall not (1) bind WERX to any contract or agreement, (2) incur any obligation on behalf of WERX, (3) release, assign or transfer any agreement, claim, security or any other asset of WERX, (4) borrow or lend any money in the name of WERX, or (5) submit to any claim or liability related to the Data Services, allow judgment to be taken or confessed against WERX. Company, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following: (i) work materials that Company may use in performing hereunder, (ii) business facilities, telephone, automobile or any other equipment, (iii) any Company employee benefit, (iv) reimbursement for any other cost or expense incurred by Company in its promotion of the Data Services hereunder.

23.4. Digital Formation of Contract. By acceptance of the terms hereof electronically by Company or by execution

of a written acceptance of the terms hereof by Company, this Agreement together with any supplemental agreements and appendixes constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

23.5. Amendments to this Agreement. From time-to-time WERX may post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, by e-mail or through the Account. WERX will provide notice of these amendments or revisions to Company by e-mail or through the Account. If the amendment or revision is required for WERX and the Services to remain in compliance with Applicable Laws or Rules, then the amendment or revision shall take effect upon notice by e-mail or through the Account. If, on the other hand, the amendment or revision is not required under Applicable Law or by the Rules, and Company does not close its Account within thirty (30) days of notice, as provided above, then the Company shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties. Notwithstanding the foregoing, WERX reserves the right, without any prior notice or consent, to change the method of access to Data Services or the Account. In the event of an emergency, WERX reserves the right to suspend access to the Data Services.

23.6. Non-Disparagement. Neither party will publish negative statements concerning the other party during the Term of this Agreement. Company shall not use the names, logos or marks of WERX other than as expressly permitted by WERX. WERX may, however, use the name of Company indicating that Company is a client of WERX.

23.7. Assignment. None of Company or any of its successors may assign this Agreement, or any rights hereunder, directly or by operation of Law, without the prior written consent of WERX which consent may be withheld for any reason, at WERX’s sole discretion. WERX may assign any of its rights or obligations hereunder without prior notice or consent of Company.

23.8. Successors. This Agreement and the provisions hereof shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Company may not assign any of its rights or obligations under this Agreement to any third-party without the prior written consent of WERX.

23.9. Third-Party Fulfillment. Subject to the Rules and Applicable Law, WERX reserves the right to provide some or all of the Services through its Affiliates and/or other third parties.

23.10. Enforcement. The Company shall be liable for and shall indemnify and reimburse WERX for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by WERX in the enforcement of this Agreement, or in collecting any amounts due from Company hereunder, or resulting from any breach of any of the terms or conditions of this Agreement. Company shall also be responsible for any and all cost, fees or expenses of WERX in relation to or arising from responding to requests for Customer Data or Company information by third parties including but not limited to subpoenas or court orders for the same.

23.11. Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.

23.12. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.

23.13. Governing Law and Choice of Forum. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by a recognized arbitration body in British Columbia under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the venue of any arbitration commenced under this section shall be in Vancouver, British Columbia, Canada before a single arbitrator who is a professional practicing in the payments industry.

23.14. Whole Agreement. References to “this Agreement” include any Account Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by WERX and furnished to Company from time to time.

23.15. Priorities. In the event of any inconsistency between the terms of these General Terms of Service and a specific agreement in a schedule hereto, the provision that is more protective of WERX shall prevail. Remedies of WERX across these General Terms of Service and the schedules hereto shall be cumulative and shall not serve to limit each other. Termination of these General Terms of Service shall result in termination

of all other agreements of WERX with Company. Termination of one of the agreements in one of the schedules hereto gives WERX the right to terminate these General Terms of Service and any other agreement at its sole discretion.

23.16. Additional Terms. WERX may require that some or all of the Services are subject to additional terms; all such additional terms accepted by or provided to Company are incorporated herein by reference and form part of this Agreement.

24. Survival

Upon any termination or expiration of this Agreement and/or any Schedule incorporated herein or by reference herein, all provisions which by their nature are intended to survive, or which are necessary to give effect to rights and obligations accrued prior to termination or expiration, shall survive and remain in full force and effect. Without limitation, provisions concerning limitation of liability, indemnification, confidentiality, data security, dispute settlement and general provisions shall survive termination hereof.

Following termination or expiration, WERX or any of its third-party service providers may, for a reasonable period, continue to process Transactions, hold or apply funds, and take any actions necessary to wind down the Data Services, including satisfying chargebacks, returns, or regulatory obligations. In the event of any inconsistency between this Section and Schedule to this Agreement, the provision that most effectively ensures enforceability of post-termination rights and risk mitigation shall prevail.

All surviving provisions shall remain in effect for as long as necessary to fulfil their purpose, including (without limitation) until all Transactions are fully settled and all rights and obligations have been satisfied or discharged.

25. PRE-AUTHORIZED PAYMENT PLAN(“PAD”)AUTHORIZATION

Company hereby authorizes FintechWerx International Software Services Inc., a company having its principal place of business at Suite 300-1275 West 6th Avenue Vancouver, British Columbia V6H 1A6(“WERX”)to draw on or deposit to the account maintained by Company at the bank identified in an Application or an Account or other consent form provided to WERX, through the banking information provided by Company to WERX for such purposes (the bank being“Bank”and such account the“Company Deposit Account”). The foregoing consent is provided pursuant to the Master Service Agreement between Company and WERX and the schedules thereto (the“Agreement”)and is to allow for WERX to settle or to receive provisional funding of Company fees pursuant to the Agreement, for the purpose of paying all regular payments and all other amounts owing by Company to WERX pursuant to the terms of the Agreement, including without limitation, funds for Transactions, charges, fines, fees, penalties, payment of current or past due amounts for equipment lease, rental or purchase and all other amounts owing in the event of a default under the Agreement and for paying all amounts owing under any other agreement with WERX or any of its affiliates for any related services (the“PAD Authorization”or“PAD”).In respect of payment of any amounts owing all regular recurring payments will be debited on or about the 17th day of each month (or on such other day, each month, mutually agreeable to the parties), in each case, in the amounts set out in the Agreement.

For debits other than regular recurring debits and/or one time payments owing in connection with the Agreement, Company understands that WERX will obtain Company’s authorization prior to initiating any such debit.

In particular, Company further agrees that if any payment is dishonoured by the Bank for any reason, then WERX shall be entitled to issue another debit in substitution for the dishonoured debit. Company acknowledges that this PAD Authorization is provided for the benefit of WERX and the Bank and is provided in consideration of the Bank agreeing to process debits against Company’s Company Deposit Account in accordance with the rules of the Payments Canada.

Company shall be charged a fee for each credit and debit, that cannot be processed and all subsequent funding may be suspended until Company either (i) notifies WERX that credits and debits can be processed or (ii) a new Authorization is signed by Company. Company’s financial institution must be able to process or accept electronic funds transfers (EFT) and pre-authorized debits through the Payments Canada network.

Bank’s treatment of each debit shall be the same as if Company had issued its cheque authorizing the Bank to pay as indicated and to debit the amount specified to Company Deposit Account. Company confirms that this means, in part, that the Bank is not required to verify that a pre-authorized debit has been issued in accordance with Company’s instructions or that some pre-condition to payment has been met or satisfied.

This PAD Authorization may be cancelled at any time by written notice by Company to WERX which notice shall be effective five business days after receipt. To obtain a sample cancellation form, or for more information on the right to cancel this PAD Authorization, Company understands that Company may contact Bank or visit https://www.payments.ca. This PAD Authorization applies only to the method of payment and Company agrees that revocation of this PAD Authorization does not terminate or otherwise have any bearing on the Agreement. This PAD Authorization may be discontinued at any time by WERX without notice. Delivery of this PAD Authorization, to WERX, constitutes delivery by Company to Bank. Company confirms that the debits authorized hereunder are for business purposes. Company hereby waives the right to receive any notice, written or otherwise, from WERX of the amount to be debited and the date(s) on which such debits are to be processed, as well as notice of any and all future changes to the amounts or payment dates.

Company hereby waives the “Pre-notification/Confirmation” requirements set out in Appendix II of Rule H1 (“Pre-authorized Debits”) of the Payments Canada.

Company understands that Company has recourse rights if any debit does not comply with this PAD Authorization. For example, Company has the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Authorization. To obtain more information on Company recourse rights, Company may contact the Bank or visit www.payments.ca.

Company consents to the disclosure of any relevant information contained in the Agreement and this PAD Authorization to the financial institution for purposes of the Automatic Debit Program.

WERX may assign this PAD Authorization, whether directly or indirectly, by operation of law, change of control, or otherwise, by providing at least 10 days prior written notice to Company through email or other verifiable electronic means. Any such assignment shall not affect Company’s rights or WERX’s obligations under this PAD Authorization.

All capitalized terms used in this PAD Authorization and not otherwise defined shall have the meaning set out in the Agreement.

Company understands that Company may contact WERX at the address or phone number in the Agreement to make inquiries, obtain information or seek any recourse rights.

26. Glossary

The following terms shall have the meanings indicated below:

“Account” means an account made available to a Company through which Company can transmit instructions or receive information in relation to the Data Services.

“Acquiring Bank” means a bank or financial institution that has a relationship with a Payment Network and processes Card transactions on behalf of merchants.

“Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.

“API”means application programming interface.

“Applicable Laws” shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.

“Application” means any application form completed by Company when applying to use Services and any additional information supplied by Company to WERX, all of which is incorporated herein by reference as representations by Company.

“BCPIPA” is defined in Section 11.1.

“BusinessDay’’means any day other than Saturday, Sunday, or a statutory holiday in British Columbia.“Card Payment Processing Services” means the service of processing Card transactions for Company.

“Card”means a credit card, debit card, prepaid card or other payment card or representation thereof that is issued by a bank or financial institution that is a member of a Payment Network and that has authorized the Card for use on such Payment Network.

“Cardholder” or “Customer” means a Person who wishes to carry out a Card payment Transaction with Company for which Company wishes to use the Data Services.

“Chargeback”is a reversal of a Transaction Company previously presented to Service Providers pursuant to Rules.“Charged Institution” means an underwriting Canadian financial institution.

“Company Counterparty” means a Customer or Supplier of Company.

“Company Deposit Account” means a bank or financial account of Company designated by the Company for use in settlement of Transactions and into which Transaction amounts should be deposited.

“Company Relationship” means the agreement or other relationship between a Company and a Customer or a Supplier.

“Company Site” means the web site(s), agents or other portals used by the Company to solicit, accept or initiate Transactions.

“Company” means the merchant that is identified in the Application or on the cover page of this Agreement.

“Credit Instructions” means the method by which funds are sent to a Payee’s account, and must provide all the necessary information to enable the Charged Institution to execute the instructions.

“Customer Data”means any and all non-public personal information of Customers related to Transactions, such as for example, Card information.

“Customer” means any third-party whose information is accepted by Company and caused by Company to be, directly or indirectly, used in conjunction with the Services whether directly themselves or by way of Company.

“Cut Off Time” means the recommended latest time on a Business Day which Customer must provide Payment Instructions by in order for WERX to process Payment Instructions on the same day.

“Data Services” means the services provided to Company by WERX as set out in this Agreement. Data Services may include any or all of (i) gateway/platform services; (ii) payment processing through various methods including card, Interac, pre-authorized debit, electronic funds transfers or other methods which may be made available from time to time; (iii) Ewallet; (iv) communication with customers on behalf of Company; and (v) ID verification.

“Equipment” means any point of sale or other equipment used by the Company to collect or transmit Transaction information.

“Fees”means those amounts for which Companies are liable to pay in consideration of the Data Services as set out in an Order Form to this Agreement.

“Fintrac” means the Financial Transactions and Reports Analysis Centre of Canada.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Invoice” means an electronic document that represents an amount owing from a Customer to a Company or by Customer to a Supplier for which the Company wishes to process payment by way of the Services.

“Minimum Fees” means that minimum amount of Fees payable by Company hereunder as set out in an Order Form.

“PAD Authorization” or“PAD”means the pre-authorized debit authorization of Company set out in Section 25.

“Payee”means a Supplier or other person whose account at a financial institution is to be, or has been, credited pursuant to a Debit Instruction.

“Payment Network” means Visa U.S.A., Inc., Visa International, Inc., MasterCard International, Inc., Interac, Payments Canada, NACHA and any other credit or debit card issuing company whose cards are processed by Acquiring Bank.

“Payor”means a Customer or other Person whose account at a financial institution is to be, or has been, debited pursuant to Debit Instructions.

“PCI DSS” is defined in Section 18.1.

“PCMLTFA” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17) and related regulations and Fintrac guidelines.

“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

“PIPEDA” is defined in Section 11.1.

“Processor” means an entity with which Company has established a relationship that performs the back-end authorization and processing of Transactions between Company’s Acquiring Bank and the Cardholder’s bank or otherwise between Customer on the one hand and any of WERX, Customer or a Supplier on the other hand.

“Product” means any product or service for sale or provided by Company or one of its Customers or Suppliers.“Prohibited Activity” is defined in Section 9.1.

“RPAA”is defined in Section 18.1.

“Rules”means the rules and regulations of Payment Networks, such as they may be from time to time including but not limited to those of Visa (available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf) and those of MasterCard available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html and Security Standards.

“SDK”means a Software Development Kit supplied by WERX or its designee to Company for use in relation to the Data Services.

“Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Payment Networks or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Card Data, including but not limited to the Payment Card Industry Data Security Standards(“PCI DSS”),Visa’s Cardholder Information Security Program(“CISP”),Discover’s Information Security & Compliance Program(“DISC”),American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program(“SDP”),Visa’s Payment Application Best Practices(“PABP”),the Payment Card Industry’s

Payment Application Data Security Standard(“PA DSS”),MasterCard’s POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. Detailed information about PCI DSS, can be found at the PCI DSS Counsel’s website: www.pcisecuritystandards.org. Detailed information about Visa’s CISP program can be found at Visa’s CISP website: www.visa.com/cisp. Detailed information about Mastercard’s SDP program can be found at the Mastercard SDP website: www.mastercard.com/sdp. Detailed information about DISC can be found at Discover DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html. Detailed information can be found at American Express’ website: www.americanexpress.com/merchantopguide.

“Service Providers” means any and all of WERX, Acquiring Bank, Processor and a Third-Party Servicer.

“Services” means the services of WERX supplied to Company as identified in an Order Form or by other means.

“Site”means https://www.fintechwerx.com or such other portal or platform through which Services may be supplied, as determined by WERX.

“Software”means APIs, related documentation, and other client software or code, including updates, to enable WERX to provide the Data Services to Company. Unless otherwise specified, Software shall not include any source code and shall be subject to updates and specific configurations for each Processor.

“Specifications” means those specifications relative to the Services set out in Schedule “F” .

“Supplier” means a third-party from whom Company has purchased products or services and to whom Company wishes to make a payment using the Services.

“Term”means the Initial Term and all Renewal Terms, if any.

“Territory” means Canada and/or such other territory identified in the Order Form.

“Third-Party Servicer”means a third-party retained by Company to assist in the supply, marketing or delivery of its products or services or that assists Company in the collection, storage, use or disclosure of marketing, Transaction Data or other data, which third-party has been approved in advance by Service Providers.

“Third-Party Servicer Agreement” means an agreement between Company or one of its Affiliates and a Third-Party Servicer for the supply of the services of the Third-Party Servicer.

“Transaction Data”is the written or electronic record of a Transaction or a payment including but not limited to an authorization code or settlement record, as well as the associated Customer or Supplier information.

“Transaction” means information transmitted or attempted to be transmitted by way of the Data Services and includes authorization, delayed capture, sale, void, voice authorization, inquiry, verification, reference transaction, non-reference credit, or credit data transmission between Company, WERX, Acquiring Bank and Processor.

“WERX Deposit Account” means a bank or financial account of WERX for use in processing Transactions where it is in possession of funds.

“WERX”is defined in the preamble of this Agreement.

Schedule “B” Card Payment Processing Terms

These card payment processing terms (the “Agreement”)set out the terms for the supply of processing services to facilitate the acceptance of Card payments. This Agreement governs the authorization, conveyance and settlement of Transactions utilizing the Services. By entering into this Agreement, Company is agreeing to comply with Rules as they pertain to payments Company receives through the Service. Capitalized terms not otherwise defined in the body of this Agreement are defined in the WERX General Terms of Service.

NO CRYPTO, STABLECOIN OR PHYSICAL CASH

WERX DOES NOT ACCEPT, HOLD, PROCESS OR REMIT ANY CRYPTO CURRENCY, STABLECOIN OR PHYSICAL CASH IN ASSOCIATION WITH THE CARD PAYMENT PROCESSING SERVICE.

US PERSONS PROHIBITED

THE CARD PAYMENT PROCESSING SERVICE IS AVAILABLE TO PERSONS WHO ARE RESIDENT AND DOMICILED IN CANADA. PERSONS WHO ARE U.S. RESIDENTS OR WHO ARE LOCATED IN THE U.S. ARE PROHIBITED FROM USING CARD PAYMENT PROCESSING SERVICES.

1. WERX General Terms of Service

The Card Payment Processing Services are subject to the WERX General Terms of Service.

2. Rules and Acceptance Requirements.

Company shall comply with all Rules applicable to Company, such as they are from time to time, and such other procedures relating to Company’s acceptance of Cards. Without limitation, Company agrees:

2.1. Bona Fide Transactions.

Company shall not submit any Transaction that is not a good faith Transaction. A “good faith” Transaction means a Transaction that is (i) between the Company and its Customer, (ii) for the sale of goods and/or services (or a refund for such a sale) that are Company’s property or that Company has the legal right to sell, (iii) submitted on behalf of Company (and not on behalf of any third-party), and (iv) legal, authorized by the Customer, non-fraudulent or otherwise damaging to the Payment Network(s), and (v) enforceable, collectible, and in full compliance with this Agreement, applicable law, and the Rules.

2.2. Minimum/Maximum Thresholds For Card Acceptance; Surcharges.

Except as expressly permitted by law, Company shall not (i) set a dollar amount above or below which Company refuses to honor Cards or (ii) impose or require the Customer to pay any fee or charge (including, without limitation, any surcharge or finance charge or any of the fees payable by Company under this Agreement) in connection with or as a condition of the use or acceptance of a Card.

2.3. Service Providers’ Use of Service Providers.

Subject to the Rules, WERX and all Service Providers reserve the right to provide some or all of their respective services through its Affiliates and/or other third parties.

2.4. Taxes.

Company shall not add any tax or surcharge to Transactions, unless applicable law expressly allows or requires the Company to impose such tax or surcharge. If any tax or surcharge amount is allowed, such amount shall be included in the Transaction amount and shall not be collected separately.

2.5. Use of Card Account Information.

If Company collects, stores, uses or discloses any Card Data, Company shall comply with the Security Standards, including but not limited to PCI DSS and shall provide a qualified third-party certification of such compliance, when requested by WERX. Company shall use only Third-Party Servicers that are compliant with Security Standards in connection with the storage, processing, or transmission of Card Data.

Company shall not request or use Card Data for any purpose except in respect of payment for its goods or services or to provide a refund for goods or services previously sold, unless required by the Rules. Company agrees that: (i) it will not use the Card Data for any purpose that it knows or should know to be fraudulent or in violation of any Rules; (ii) it will not sell, purchase, provide or exchange in any manner or disclose Card Data to anyone other than Service Providers, Acquiring Bank, any Payment Network, or in response to a government request; and (iii) it will be compliant with the Security Standards and will cooperate in a forensic investigation if so required.

Company has exclusive responsibility for security of Transaction Data and other information on Company systems or those under its control. Company shall comply with all applicable laws, Rules, and rules in connection with Company collection, storage and disclosure of any personal, financial, or Transaction information.

Company shall maintain adequate security to prevent a breach of Transaction Data. In the event of any actual or suspected breach of data in possession or control of Company or one of its Third-Party Servicers, Company shall immediately notify WERX thereof and comply with all applicable laws and Rules concerning the breach.

Company shall obtain from each Customer all consents required under the Rules and applicable law for the collection, use, storage and disclosure of all information provided by Customers or Suppliers or obtained by Company or its agents or Third-Party Servicers under the Company relationship with its Customer its Supplier or otherwise. Company shall indemnify and hold Service Providers and Acquiring Bank harmless from and against any liability arising on account of or in relation to the failure by Company to obtain such consents from Company Counterparties.

Company grants WERX the right to collect, store, use and disclose all Transaction Data to provide the Card Payment Processing Service, which shall occur subject to the Service Providers privacy policy posted at the Service Providers Site.

2.6. Authorizations and Transactions.

Company shall obtain an authorization through the Card Payment Processing Service (each, an“Authorization”),in accordance with this Agreement, for each Transaction. Service Providers each reserve the right to refuse to process any Transaction Data presented by Company unless it includes a proper authorization.

Company shall not submit a Transaction for any purpose other than a current Transaction. Transactions shall not represent the collection of a dishonored check or the collection, transfer or refinancing of any existing or prior debt or obligation. Company shall not attempt to recharge a Customer for an item that has been the subject of a Chargeback by the Customer, even with the Customer’s consent. Company agrees to submit a single Transaction for the full amount of each sale. Company shall not split a single Transaction into two (2) or more Transactions, except to allow for partial payment by prepaid or gift Card. Company shall not submit any Transaction which it knows or should have known is unenforceable or uncollectable.

2.7. Time of Payment.

At the time Company accepts a Card for any goods or services, the goods shall have been provided or shipped or the services rendered to the Customer, except as specifically stated otherwise in the Application.

2.8. Cash Advances.

Company shall not disburse or advance any cash to a Customer (except as authorized by the Rules) or to itself or FintechWerx MSA 1.03 2 of 38 CONFIDENTIAL any of its representatives, agents, or employees in connection with a Transaction, nor shall Company accept payment for effecting credits or issuing refunds to a Customer.

2.9. Discrimination.

Unless permitted by the Rules, Company shall not engage in any practice that unfavorably discriminates against or provides unequal treatment of any Payment Network relative to any other Payment Network.

2.10. Refunds/Credits.

Any Transaction submitted to the Card Payment Processing Services to credit a Customer’s Card account represents a refund for a prior Transaction submitted to Card Payment Processing Services using the same Card. Company shall maintain and publish a return/refund policy described in reasonable detail which shall apply equally to all Card Transactions.

2.11. Installment Plans.

Unless specifically stated in its Application or otherwise approved in writing by Service Providers in advance, Company shall not accept Cards in connection with installment sales plans. If the Customer pays in installments or on a deferred payment plan, as previously approved by Service Providers, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Service Providers for processing, shall be deemed to be a part of the original Transaction.

2.12. Recurring Transactions (such as Subscription Plans).

For recurring Transactions, if any, Company must (i) obtain the Customer’s consent to periodically charge the Customer on a recurring basis for the goods or services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to WERX, or the issuing Acquiring Bank of the Customer’s Card; and (iii) retain written documentation or electronic substitutes acceptable under applicable law specifying the frequency of the recurring charge, and the duration of time during which such charges may be made, and the amount or range of amounts that may be charged. Company shall not submit any recurring transaction after receiving: (i) a cancellation notice from the Customer (so long as such notice was timely provided three (3) or more days prior to the anticipated Transaction date); or (ii) notice from WERX, or any Payment Network that the Card is not to be honored. Company shall include in its Transaction Data the indicator that the Transaction is a recurring Transaction.

2.13. Company Identification.

Company agrees to prominently and unequivocally inform the Customer of the identity of the Company, its Affiliates, shareholders, directors and officers at all points of interaction.

2.14. Payment Network Marks.

Company is authorized to use the Visa and MasterCard logos or marks only on Company’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for Transactions processed with the Card Payment Processing Service.

2.15. Chargebacks.

Company shall use all reasonable methods to resolve disputes with the Customer. Should a Chargeback dispute occur, Company shall promptly comply with all requests for information from WERX, Acquiring Bank or a Payment Network. Company shall not attempt to recharge a Customer for an item that has been charged back, even with the Customer’s consent. Company has full liability for all successful Chargebacks (and may have conditional liability for such Chargebacks prior to their final adjudication pursuant to the Rules).

3. Refunds.

Company is required to maintain a refund policy if Company limits refund or exchange terms or other specific conditions for Card Transactions. Company’s policy must be clearly provided to the Customer prior to the sale and as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states“NOREFUND, EXCHANGE ONLY” or something similar and includes any applicable terms. Qualifying Company’s refund or exchange terms does not completely eliminate Company’s liability for a refund because consumer protection laws and Rules frequently allow the Customer to still rightfully dispute these items. If, under Company’s refund policy, Company allows a refund, Company shall implement such refund within three (3) days of approving the Customer’s request for such refund or such shorter time as applicable law may require. The amount of a refund cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Customer for shipping charges that the Customer paid to return merchandise. Company shall not accept any payment from a Customer as consideration for issuing a refund.

4. Settlement.

4.1. Settlement Funds.

Subject to Service Providers’ rights under this Agreement and the Rules, settlement funds received from Payment Networks for Company pursuant to this Agreement (the“Settlement Funds”)are received by Acquiring Bank, in its capacity as the Acquiring Bank for settlement to the Company Deposit Account. When held by Acquiring Bank prior to settlement, such funds will not constitute a deposit, will bear no interest, charges or fees, and may not be eligible for insurance from the Canada Deposit Insurance Corporation. In the event a Service Provider takes possession of Settlement Funds, Company appoints Service Provider as its agent for such purpose and shall release Service Provider from any liability in respect thereof.

4.2. Split of Settlement for Third-Party Servicer Fees

If Company is party to a Third-Party Servicer Agreement, Company hereby directs Service Providers to settle the fees applicable under the Third-Party Servicer Agreement (the “Third-Party Servicer Fees”) directly to the Third-Party Servicer designated by Company, as offsets from Settlement Funds payable to Company under this Agreement. Company hereby directs Service Providers to obtain from each such Third-Party Servicer such information as is necessary to calculate and cause Acquiring Bank to split Company settlements hereunder to pay such fees. Third-Party Servicer shall be a third-party beneficiary under this Agreement in respect of this provision entitled to enforce this provision versus the Company. If the Third-Party Servicer Fees exceed the Settlement Funds in any given settlement, none of Service Providers or Acquiring Bank shall be under any obligation to settle any amount to Third-Party Servicer that would not otherwise be owing hereunder as Settlement Funds.

4.3. Settlement Calculation.

Card Transaction settlement will generally be based on gross sales, less credits /refunds, adjustments, the applicable fees due Service Providers, Chargebacks, returns, refunds and any other amounts that Company owes Service Providers, Acquiring Bank or Payment Networks.

4.4. Provisional Debit / Credit.

All deposits, credits, and other payments to the Company Deposit Account are subject to our final audit, Chargebacks, returns, reversals and Payment Network’s imposed dues, assessments, fees and fines. Company agrees that Service Providers may debit /credit the Company Deposit Account for any deficiencies, overages, fees and pending Chargebacks, returns, reversals and any pending Payment Network’s assessments, fees and fines, including any pending Security Standards-related fees, fines and/or assessments.

5. Term and Termination.

The Term of this Agreement for Card Payment Processing Services is set out in the Order Form.

In addition to the termination provisions in the main body of the Agreement, WERX reserves the right to terminate this Agreement on any termination or expiration of the Third-Party Servicer Agreement. WERX may also terminate this Agreement at any time for any reason or for no reason on notice to Company (email sufficient). Further, WERX or Acquiring Bank may terminate this Agreement at any time upon written notice to Company as a result of any of the following events: (i) irregular Transactions by Company, excessive Chargebacks, or any other circumstances which, in WERX or Acquiring Bank’s sole discretion, may increase WERX or Acquiring Bank’s exposure for Chargebacks or otherwise present an unreasonable anticipated financial, reputational, or legal risk to any of them; (ii) Company breaches or otherwise fails in any material respect in performance or observance of any term, covenant, condition, or agreement contained in this Agreement or the Third-Party Servicer Agreement, including, without limitation, the funding or establishing of any reserve account which WERX or Acquiring Bank may require; (iii) a case or other proceeding shall be commenced by or against Company in any court of competent jurisdiction seeking relief under the Bankruptcy and Insolvency Act or under any other laws, domestic or foreign, relating to Bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Company, or of all or any substantial part of the assets, domestic or foreign, of Company, and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding against Company (including, without limitation, an order for relief under the bankruptcy laws) shall be entered; (iv) any Payment Network notifies WERX or Acquiring Bank that it is no longer willing to accept Company’s Transaction Data or requires WERX or Acquiring Bank to terminate or limit this Agreement; (v) Company or any person owning or controlling Company’s business is listed in one or more databases of terminated or high risk Companies maintained by the Payment Network; or (vi) Company or any of its agents engages in fraud, dishonest conduct that creates or could tend to create harm or loss to the goodwill of any Payment Network, Service Providers, Acquiring Bank or American Express, or which otherwise may impose undue risk of harm to any Payment Network, Service Providers, Acquiring Bank or American Express. Neither Service Providers nor Acquiring Bank shall be liable for any losses to Company because of any termination of this Agreement.

Termination does not affect any party’s respective rights and obligations under this Agreement as to Transaction Data submitted before termination.

6. Reserve Account.

At the discretion of WERX or Acquiring Bank, Acquiring Bank shall create a reserve account (the“Reserve”)to protect Acquiring Bank and/or WERX from actual or potential liabilities hereunder. The Reserve will be in an amount determined by Acquiring Bank or WERX in their sole and absolute discretion to cover anticipated Chargebacks, returns, unshipped goods and/or unfulfilled services or credit risk based on Company’s processing history. Where Acquiring Bank and WERX wish for a Reserve to be established but in different amounts, the higher amount shall govern. The Reserve may be raised, reduced or removed at any time by Acquiring Bank or WERX. Where the Reserve is not adequately funded, Company shall pay all amounts requested by WERX or Acquiring Bank for the Reserve within three (3) business days of a request for such amounts, or at their discretion Acquiring Bank and WERX may build the Reserve by off-sets from Settlement Funds or by debiting the Company Deposit Account, or any other account of the Company, by means of the PAD or such other means as WERX may require. The Reserve will be held after the last Transaction is processed under this Agreement for such time as WERX, in its discretion, deems reasonable.

Company grants each of WERX and Acquiring Bank a security interest in and lien on any and all funds held in any Reserve, and also authorizes WERX and Acquiring Bank to make any withdrawals or debits from the Reserve, without prior notice to Company, to collect amounts that Company owes WERX or Acquiring Bank under this Agreement, including without limitation for any reversals of deposits or transfers. Company will execute any additional documentation required for WERX and Acquiring Bank to perfect their security interests in any funds in the Reserve. These security interests survive for as long as funds are in the Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. Company irrevocably assigns to WERX and Acquiring Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to the Reserve.

7. Information About Company’s Business.

7.1. Initial Information.

WERX reserves the right to request any information and documentation from Company during the application phase and at any time thereafter during the term of this Agreement including, without limitation, information and documentation regarding Company, its beneficial owners, Company’s business and financial information. Further, WERX reserves the right to withhold and/or direct Acquiring Bank to withhold performance hereunder until requested information has been provided, reviewed, verified and accepted by WERX.

7.2. Additional Financial Information.

Further, upon five (5) days’ written notice at any time, Company agrees to furnish to WERX and Acquiring Bank such financial statements and financial information as WERX or Acquiring Bank may request relating to Company, Company’s creditworthiness and Company’s ability to fulfill its financial and other obligations under this Agreement.

7.3. Audit Rights.

With prior notice and during Company’s normal business hours, WERX’ or Acquiring Bank’s duly authorized representatives may visit Company’s business premises and may examine Company’s books and records that pertain to Company’s Transactions or Company’s compliance with this Agreement.

7.4. Other Information.

Company agrees to provide WERX at least thirty (30) days’ prior written notice of its intent to change current product lines or services, Company’s trade name, or the manner in which Company accepts payment Instruments. If WERX determines such a change is material to its relationship with Company, WERX may refuse to process Transaction Data submitted subsequent to the change or terminate this Agreement. Company agrees to provide Service Providers with prompt written notice if Company is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Company’s signature on this Agreement authorizes Service Providers and Acquiring Bank to perform any credit check deemed necessary with respect to Company. Company will also provide WERX with prompt written notice of (i) any adverse change in Company’s financial condition, (ii) any planned or anticipated liquidation or substantial change in the basic nature of Company’s business, (iii) any transfer or sale of any substantial part (25% or more in value) of Company’s total assets, or (iv) if Company or Company’s parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, any change in the control or ownership of Company or Company’s parent. Company will also notify Service Providers of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of Company’s total assets not later than three (3) days after Company obtains knowledge of any such judgment, writ, warrant of attachment, execution or levy.

8. Indemnification.

8.1. Neither WERX nor Acquiring Bank is a party to the relationship between Company and its Customer in respect of a Transaction or otherwise(“Company Relationship”). Company shall defend, indemnify and hold harmless WERX and Acquiring Bank and their respective owners, directors, officers, employees, agents, assigns and successors-in-interest(“Indemnified Parties”)from any and all liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) (collectively“Liability”)arising from or in relation to the Company Relationship or any of Company’s goods or services, including any and all costs associated with the legal defense related to such Liability.

8.2. Additionally, Company shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Liability arising out of or resulting from: (i) any breach of any warranty, covenant or agreement by Company under this Agreement; (ii) Company’s performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by Company; (iii) the negligent or willful acts or omissions of Company or Company’s agents and/or employees; (iv) any statements, claims, representations or warranties made by Company or Company’s agents and/or employees, relating to Company’s goods or services or any other matter; (v) any third-party indemnifications WERX or Acquiring Bank is obligated to make as a result of Company’s actions including, without limitation, any indemnification of any Payment Network or Card issuer; (vi) acts or omissions of Third-Party Servicers; and (vii) any dispute between Company and a Customer, Third-Party Servicer or other third-party.

9. Credit and Background Check Authorization.

In connection with Company procuring the Card Payment Processing Service, Company understands that a consumer report may be obtained by Service Providers or Acquiring Bank from a consumer reporting agency (“CRA”). Company understands that this report may include information with respect to public record information, criminal records, motor vehicle operation history, education records, names and dates of previous employers, reason for termination of employment and work experience, and/or creditworthiness, capacity and standing, character, general reputation, personal characteristics, or mode of living. Such information may be used to evaluate whether Company is an appropriate candidate for the Card Payment Processing Service and this determination may be adverse to Company. The information obtained will not be provided to any parties other than to designated authorized representatives of WERX or Acquiring Bank. Company further understands that the CRA may not give out information about Company to WERX or Acquiring Bank without Company’s written consent. Company hereby authorizes WERX and Acquiring Bank now, or at any time while it is party to an agreement with WERX or Acquiring Bank or otherwise engaged with WERX or Acquiring Bank, to obtain a consumer report on Company. This authorization does not include the release of Company’s medical information. A copy, fax or scan of this consent shall be considered as effective and valid as the original. Company understands that, in the event any adverse action is taken against Company based in whole or in part on the consumer report, Company shall be provided with the name of the CRA and a copy of the report as well as a description of Company’s rights under applicable consumer reporting legislation.

Company has read and understands the above and authorizes WERX and Acquiring Bank to perform the above investigations.

10. Fees.

Fees for Card Payment Processing Services are set out in an Order Form; no rights of Company with respect to the Card Payment Processing Service shall arise until such time as the Fees have been agreed to by Company and WERX and any onboarding, application or activation Fees have been paid. Fees shall be paid by means of off-sets from settlements to Company hereunder. If settlements due to Company are not sufficient, Fees shall be paid by means of the PAD or such other means as Service Providers may prescribe. Fees are payable no later than the end of the month during which they accrued. Company shall pay interest at the rate of one percent (1%) per month on any fees not paid when due, or the maximum rate allowed by the Interest Act (Canada) and applicable provincial law, whichever is less, but in no event more than the highest rate of interest legally allowable.

11. Miscellaneous.

11.1. Application.

Company represents and warrants that statements made on its Application are true as of the date submitted and shall remain true thereafter.

11.2. Confidentiality.

The terms of this Agreement are confidential information of WERX and they shall not be disclosed to any third-party other than Acquiring Bank by Company or any person or entity acting on behalf of Company without prior written consent of WERX.

11.3. Assignment.

Without notice to Company or Company’s consent, WERX may assign this Agreement and its rights and obligations hereunder and/or may delegate its duties hereunder, in whole or in part to an entity qualified under Rules to perform WERX and Acquiring Bank’s obligations under this Agreement. Further, without notice to Company or Company’s consent, another Visa and MasterCard member may be substituted for Acquiring Bank. Upon substitution, such other Visa and MasterCard member shall be responsible for all obligations required of Acquiring Bank for Visa and MasterCard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Rules. Company cannot assign or transfer its rights or delegate its responsibilities under this Agreement without WERX prior written consent, which consent may be withheld in WERX’ sole and absolute discretion. Any transfer of voting control of 10% or more of Company or Company’s parent shall be considered an assignment or transfer of this Agreement. Any assignment of this Agreement other than as provided herein shall be null and void. Failure to obtain WERX consent may result in a termination of this Agreement. Any permitted assignee or successor entity must provide such additional information and execute such additional documentation or take any further actions as WERX may request to ensure continued processing of Transactions under this Agreement. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of Company’s assets or business shall have any right to continue, assume or assign this Agreement.

11.4. Acquiring Bank Rights.

Without prejudice to the rights of WERX, each of Acquiring Bank and American Express have the right to enforce any of the rights of WERX under this Agreement.

11.5. Waivers.

WERX’ or Acquiring Bank’s waiver of Company’s breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.

11.6. Third-Party Beneficiaries.

WERX’ and Acquiring Bank’s Affiliates and any persons used by either of them in providing the Card Payment Processing Service are third-party beneficiaries of this Agreement and each of them may enforce its provisions as if it was a party hereto. Except as expressly provided in this Agreement, the parties do not intend for any persons to be third-party beneficiaries of this Agreement and nothing in this Agreement is intended to confer upon any person any rights or remedies.

12. Tax.

WERX is obligated to collect and report certain taxpayer information to the Canadian federal and provincial tax authorities. Therefore, upon request, Company shall provide WERX with the appropriate taxpayer information. WERX may, in accordance with applicable law and from time to time during the term of this Agreement, request Company to recertify its taxpayer information hereunder. Furthermore, Company shall be responsible for any tax authority penalties accruing based on the actions or inactions of Company.

13. American Express Card® Acceptance.

In addition to other applicable provisions of this Agreement, the following provisions apply to Company’s acceptance of American Express Cards: (a) This Agreement governs Company’s acceptance of American Express Cards under American Express’s “OptBlue Program”. If and when the Transactions submitted by American Express Card holders exceed the charge volume eligibility criteria for the OptBlue Program, American Express may require Company to convert to a direct card acceptance agreement(“Card Acceptance Agreement”)with American Express. If this occurs, upon such conversion, (i) Company will be bound by American Express’s then-current Card Acceptance Agreement; and (ii) American Express will determine the pricing and other fees payable by Company under the Card Acceptance Agreement; (b) Company’s participation in the OptBlue Program is subject to the approval of American Express. Company authorizes WERX and/or its affiliates to submit Transactions to, and receive settlement on such Transactions from, American Express on behalf of Company; (c) Company shall not assign to any third-party any payments due to it for American Express Card Transactions, and all indebtedness arising from such Transactions will be for bona fide sales of goods and services (or both) at its business locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Company may sell and assign future receivables to WERX, its affiliated entities and/or any other cash advance funding source that partners with WERX or its affiliated entities; (d) American Express shall have third-party beneficiary rights, but not obligations, to enforce the terms of this Agreement applicable to American Express Card acceptance against Company; (e) Company may opt out of accepting American Express Cards under this Agreement by providing 30 days’ notice to WERX without directly or indirectly affecting its rights to accept other Payment Network Cards; (f) WERX may disclose to American Express information regarding Company and Company’s Transactions to American Express, and American Express may use such information to (i) perform its responsibilities in connection with American Express Card acceptance, (ii) promote American Express, (iii) perform analytics and create reports, and (iv) for any other lawful business purposes, including commercial marketing communications purposes within the parameters of American Express Card acceptance, and to provide important transactional or relationship communications from American Express. American Express may also use such information about Company obtained in connection with this Agreement at the time of setup to screen and/or monitor Company in connection with American Express marketing and administrative purposes; (g) Company may opt-out of receiving American Express commercial marketing communications about products and services by selecting the opt-out option on its Application or subsequently by providing written notice to its primary relationship contact at WERX. Company may continue to receive such communications from American Express after opting out while American Express updates its records to reflect Company’s opt-out choice; and (h) Company may not bill or attempt to collect from any Cardholder for any American Express Transaction unless a Chargeback has been exercised, Company has fully paid for such Chargeback, and it otherwise has the right to do so. Company shall comply with the Card Acceptance Agreement and American Express Rules and shall cease the use or display thereof on any termination of the OptBlue Program for Company or this Agreement.

Schedule “C” Ewallet Terms

These are important and legally binding terms and conditions that apply to Company use of the Ewallet services offered which are referred to here as the“Ewallet Services”. By using the Ewallet Services, Company agrees to these terms and conditions (the“Agreement”).

NO CRYPTO, STABLECOIN OR PHYSICAL CASH

WERX DOES NOT ACCEPT, HOLD, PROCESS OR REMIT ANY CRYPTO CURRENCY, STABLECOIN OR PHYSICAL CASH IN ASSOCIATION WITH THE EWALLET SERVICE.

US PERSONS PROHIBITED

THE EWALLET SERVICES ARE AVAILABLE TO PERSONS WHO ARE RESIDENT AND DOMICILED IN CANADA. PERSONS WHO ARE U.S. RESIDENTS OR WHO ARE LOCATED IN THE U.S. ARE PROHIBITED FROM USING EWALLET SERVICES OR OBTAINING AN ACCOUNT FOR EWALLET SERVICES.

1. WERX General Terms of Service

The Ewallet Services are subject to the WERX General Terms of Service.

2. WERX Ewallet Services

2.1. Ewallet Services.

The Ewallet Services consist of WERX receiving, holding and remitting funds on behalf of Company subject to the terms of this Agreement.

2.2. Record Keeping and Disputes.

WERX shall maintain records of liabilities and rights concerning Transactions and Fees. In the event of a dispute between Company as to entitlement to Transaction funds, WERX shall determine such entitlement as per its own records, and WERX reserves the right to undo Transactions at its sole discretion and thereby leave Company to settle their disputes outside of the Ewallet Services, independently from WERX.

2.3. Ewallet Account.

So long as Company is not in breach of this Agreement, Company shall be granted a unique and private financial account accessible through the Ewallet Service where it can accept funds, hold funds and from which it can send funds (the“Ewallet Account”). Reporting on the Ewallet Account shall be available to Company in their Account (governed pursuant to the WERX General Terms of Service). Company assumes full responsibility for the use of its Ewallet Account and the access codes thereto and shall indemnify WERX for any and all claims, losses or other liabilities arising from its use thereof.

2.4. Compliance.

The Ewallet Services are provided in compliance with WERX’s AML Program. Company shall provide any and all information requested by WERX to comply with its AML Program.

2.5. Hold on Account.

Except to the extent prohibited by the RPAA, to mitigate against potential fraud, other illegal activity, money laundering or other misuse of the Ewallet Services, WERX reserves the right to impose a hold on Company’s right to carry out Transactions (a“Hold”),during which time Company will not be permitted to conduct Transaction activity. A Hold may be in place, at the sole and absolute discretion of WERX, for such time as WERX requires.

Company must consider the possibility of a Hold when using the Ewallet Services. When a Hold has been placed on an Account, the Company in question will be notified by WERX through the Account.

2.6. Load.

Company may load funds into their Ewallet Account (each, a“Load”)by such means as are posted in the Account (e.g. PAD or wire transfer). Subject to delays in clearing transactions and mitigating risk established by WERX, funds loaded in the Account shall be available for use in the Account only when the real funds representing those amounts have been received by WERX and, subject to WERX obligations under RPAA, all applicable chargeback or reversal delays have elapsed, as determined by WERX in its sole and absolute discretion. Company shall not send funds to the Ewallet Services Account from any account for which they are not the rightful, designated owner. If any Load payment to WERX is charged back or reversed, the Company shall be liable for the face value of the transaction and any Fees associated with chargeback and/or reversal, the Payout corresponding to the return of the funds and any other related liabilities of WERX. There is no physical representation of any of the Account; its only representation is that presented to the Company through the Site.

2.7. Ewallet to Ewallet Transactions.

Subject to applicable Fees, Company can transfer Funds from their Ewallet Account to the Ewallet Account of another user of the Ewallet Services.

2.8. Payout.

Company can withdraw funds from their Ewallet Account by such means as are posted in the Account (each, a“Payout”).

2.9. Limitations on Transactions.

Transactions are final and irreversible. WERX may at its discretion impose specific limitations on the size and quantity of Transactions that are permitted for Company(“Transaction Limits”). The Transaction Limits are incorporated into this Agreement by reference.

3. Representations and Warranties.

Company hereby warrants and covenants to WERX that:

3.1. Company Information. Company shall provide WERX with only accurate Company Information. On any changes to Company Information, Company shall notify WERX of the changes. Where a change has occurred in banking information of a Company, the notice shall be within one (1) business day of the change. WERX assumes no liability for funds remitted to a bank account that WERX has on file for a given Company. All responsibility for a Company’s bank account information shall be on Company;

3.2. Errors; Unauthorized Transactions. Company shall notify WERX of any suspicious or unauthorized Transactions no later than one day thereafter, failing which Company shall forfeit a right to any claim related thereto;

3.3. Fraud. Company shall not promote or allow the use of the Ewallet Services in connection with any money laundering, fraudulent or other illegal activities under any laws or regulations of any applicable jurisdiction; and

3.4. Prohibited Uses. Company shall not use the Ewallet Services to itself or permit any third-party to operate any e-wallet, remittance, payment aggregation, virtual currency activities, or payment services company; nor shall it use the Ewallet Services in relation to the sale or promotion of any pharmacy, pharmaceuticals, drugs, prohibited substances, controlled substances, online or physical gambling, gaming, casinos, betting, the collection or resale of personal information or any other product or service deemed unacceptable by WERX, acting at its sole discretion. On notice to a Company (email sufficient), WERX reserves the right to suspend Ewallet Services to a Company whose activities it deems to be illegal or inappropriate;

4. Personal Information Consent.

Company authorizes WERX and its representatives to obtain from third parties non-public personal information concerning the Company and, as the case may be, its owners including: financial, credit information and personal background relating to Company, its shareholders, directors and officers to assist WERX determination of whether to accept this Agreement and WERX’ continuing evaluation of the financial and credit status of the Company in order to determine if WERX will continue to offer the Ewallet Services to Company. Such personal information shall be collected, used, stored and disclosed to third parties in compliance with the WERX privacy policy posted on the Site.

5. PAD Authorization.

As per the PAD Authorization set out in the WERX General Terms of Service, Company authorizes WERX to draw on the Company Deposit Account debits or credits in paper, electronic or other form for the purpose of Loads and Payouts hereunder and as otherwise set forth herein. Company authorizes the financial institution where the Deposit Account is located to honor and pay such debits and credits, including those that may be transmitted via Electronic Funds Transfer, or the equivalent in the local jurisdiction of the Company. The PAD Authorization shall permit WERX at varying intervals to deposit to and withdraw varying amounts from the Company Deposit Account, including, without limitation, (i) any amounts that Company may wish to credit to its Ewallet Account hereunder; (ii) amounts for which Company is liable to WERX hereunder; or (iii) amounts that Company may wish to debit from its Ewallet Account and have deposited in its Company Deposit Account. The PAD Authorization shall remain in effect for the term hereof and so long as Company has any liabilities to WERX hereunder and for one year thereafter unless Company notifies WERX in writing that it has revoked the PAD Authorization. If a Company revokes its PAD Authorization, WERX shall cease providing the Ewallet Services to the Company.

6. Company Representations and Warranties.

6.1. Company hereby warrants and covenants to WERX that:

(a) Notice of Defects. Company will immediately advise WERX and its Customers in writing of defects in the Product or any claim or threatened claim against it in relation to the Product.

(b) Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where WERX, Company are located. Company will conduct its affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in each jurisdiction where the Company is located.

(c) Opportunity to Consult Counsel. Company has had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.

(d) Supplemental Company Information. Upon request by WERX, Company shall provide to WERX or its representatives reasonable access to information deemed appropriate by WERX to verify compliance with the terms hereof. WERX shall also use such information to determine the size and duration of a Hold applicable to an Account.

(e) Company Status. Company warrants and covenants to WERX that each individual user accessing Ewallet Services at Company is at least 18 years of age or of legal age for the conclusion of verbal contractual obligations in his or her place of residence and that he or she does not require the consent, approbation, or approval of any other person to conclude or contract a valid obligation of the type set forth herein. In the event that Company requires the consent of a third-party, such as a parent or guardian, to agree to this Agreement, then (i) Company shall notify WERX of such requirement through the Site or otherwise in writing; (ii) Company will not use the Ewallet Services until such consent is obtained and delivered to WERX; and (iii) WERX reserves the right to not activate and to suspend the Ewallet Account of the Company, prohibiting Transactions.

7. Termination

7.1. Termination.

Either party may terminate this Agreement at any time, for any reason or for no reason. Company may terminate this Agreement by closing their Ewallet Account through the Account. WERX may terminate this Agreement by posting a notice to that effect in the Account or by email notice to the coordinates provided in the Application.

7.2. Procedure upon Termination.

Upon any termination of this Agreement, Company shall no longer be entitled to use the Ewallet Account or the Ewallet Services. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination, and termination of this Agreement shall not relieve the Company of its obligations to pay accrued Fees or other liabilities to WERX hereunder. Subject to off-set of all applicable Fees or other amounts owing hereunder, and any applicable Holds, WERX shall perform a final Payout of the Ewallet Account funds to Company within ninety (90) days of a termination hereof or such sooner time as may be required under the RPAA.

8. Safeguarding of Funds

The Ewallet Services are not a bank account, nor do they offer the features and benefits of a traditional bank account. The funds held in connection with the Ewallet Services do not constitute bank deposits and will not be insured by the Canada Deposit Insurance Corporation or any other government-sponsored insurance scheme. However, WERX will safeguard any funds we are holding on your behalf in accordance with applicable Canadian legislation. WERX refers to the funds that WERX is holding on Company’s behalf in an Ewallet Account as“Safeguarded Funds”.Safeguarded Funds do not include reserve funds, funds WERX may credit to Company balance before receiving funds from a Transaction or funds that WERX receives with instructions for immediate transfer. On receipt (or by the business day following receipt if there are processing delays), WERX combines Company Safeguarded Funds with Safeguarded Funds received from other users and places those funds in one or more pooled safeguarding accounts held with eligible financial institutions. The Safeguarded Funds held in these safeguarding accounts are held in trust for Company and other users of Ewallet Services unless WERX uses other means permitted under applicable legislation to safeguard those funds. The Safeguarded Funds remain in the safeguarding accounts until the funds are withdrawn or transferred or used to satisfy Company obligations (including Fees and other amounts Company owes WERX) in accordance with this Agreement or any other agreement you have in place with WERX. Safeguarded Funds are held separate from WERX’s corporate funds, and WERX will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy. WERX owns any interest or other earnings on these Safeguarded Funds. The funds are held by WERX for your future use of WERX Services.

9. WERX Offset Right

WERX may offset from Company’s Ewallet Account any amounts for which Company or any of its Affiliates are liable to WERX or its Affiliates or Third-Party Servicers hereunder or otherwise.

10. Lost Funds.

If a Company does not carry out any Transaction in their Account for one (1) year, WERX retains the right to suspend the Ewallet Services pending instructions from the Company. In such circumstances, WERX shall make a reasonable attempt to return remaining Safeguarded Funds in an Ewallet Account to the Company, failing which such funds shall be escheated to the relevant governmental authority.

Schedule “D” EFT Services Terms

These are important and legally binding terms and conditions that apply to Company use of the electronic funds transfer processing services of WERX(“EFT Services”). By using the EFT Services, Company agrees to these terms and conditions (the“Agreement”).

NO CRYPTO, STABLECOIN OR PHYSICAL CASH

WERX DOES NOT ACCEPT, HOLD, PROCESS OR REMIT ANY CRYPTO CURRENCY, STABLECOIN OR PHYSICAL CASH IN ASSOCIATION WITH THE EFT SERVICES.

US PERSONS PROHIBITED

THE EFT SERVICES ARE AVAILABLE TO PERSONS WHO ARE RESIDENT AND DOMICILED IN CANADA. PERSONS WHO ARE U.S. RESIDENTS OR WHO ARE LOCATED IN THE U.S. ARE PROHIBITED FROM USING EFT SERVICES.

1. WERX General Terms of Service

The EFT Services are subject to the WERX General Terms of Service.

2. Definitions

2.1. The following terms are specifically applicable to the EFT Services and have the meanings set out below:

“Debit Instructions” means the method by which Customer obtains a Payor’s authority to debit its account and must include all the necessary information to enable collection by Direct Debit and confirm that the Payor clearly understands that it has given Customer the authority to debit its account.

“Direct Credit” means a payment transferred on a pre-arranged basis directly into a Payee’s account, initiated by Company’s instruction to debit a Company Deposit Account and forward payment to a Payee’s account at a deposit-taking institution.

“Direct Debit” means a pre-authorized instruction from Company to WERX, authorizing WERX to collect varying amounts from a Payor account when the Payor has been given notice of the amounts and dates of the collection(s) in advance and has agreed to them.

“Due Date” means the Business Day that Customer requests that a debit or credit be charged against an account, or if a day that is not a Business Day is requested, then the next Business Day following the requested day.

3. Electronic Funds Transfer Services

3.1. EFT Services are a payment settlement and remittance service and can be accessed through the Account and include a Direct Debit / Direct Credit electronic payment system. Pre-authorized debits in Canadian Dollars may be charged against any individual or company bank account (a“Payor Account”)at financial institutions in Canada. Credit transfers in Canadian Dollars may be credited towards any individual or company bank account (a“Payee Account”)at financial institutions in Canada.

3.2. All EFT Services transactions initiated hereunder are Transactions within the meaning of this Agreement. EFT Services Transactions shall be initiated from Customer Account balance; if there are insufficient funds for a Transaction in the Account, WERX may decline to initiate the Transaction.

4. PAD Consents and Payments Canada Rules Compliance

4.1. Company represents that each Payor or Payee from or to which an EFT Payment Service Transaction is initiated has expressly consented to the Transaction and has executed such pre-authorized debit consents as are necessary under Applicable Law including but not limited to Payments Canada Rule H-1, available here and incorporated herein by reference: https://www.payments.ca/sites/default/files/h1eng.pdf

4.2. Instruction Cut Off Time. To be processed on time, Debit Instructions and Credit Instructions (collectively,“Payment Instructions”)must be received by the Cut Off Time. WERX will forward Payment Instructions received by the Cut Off Time and which are not rejected for any reason(“Valid Payment Instructions”)to the Payee/Payor’s financial institution.

4.3. Processing. WERX will process Payment Instructions on the same Business Day if received before the Cut Off Time. Payment Instructions received after the Cut Off Time will be processed on the following Business Day.

4.4. Due Dates. Due Dates for all Payment Instructions can be specified by Company when inputting Payment Instructions in the Data Services. Payment Instructions will be processed on the Business Day prior to their specified Due Date. It is Company’s responsibility to deliver Payment Instructions to WERX prior to any Due Date.

4.5. Completion Of Payment Instructions. If Company provides Valid Payment Instructions, WERX will forward the Payment Instructions to the Charged Institution in sufficient time for Payment Instructions to be processed on their Due Date. WERX will credit or debit Company’s Account(s) on the date Payment Instructions are forwarded to the Charged Institution.

4.6. Availability Of Funds–Debit Transactions. Three Business Days after Debit Instructions are processed, WERX will make the funds from honoured transactions available in the designated beneficiary account. This period allows sufficient time for returned items to clear payment systems. Any dishonoured debits will be deducted from the total amount processed, and the net amount will be credited to the designated beneficiary account. If an item is returned after this period, Company will be notified and an adjustment will be made to the balance in the designated account.

4.7. Availability Of Funds–Credit Transactions. On the same day that Credit Instructions are processed, WERX will debit the relevant funds from the designated Account. If an item is returned after this period, Company will be notified and an adjustment will be made to the designated account. Credit Instructions will only be processed if Company has sufficient funds in the account from which payment is attempted.

4.8. Returned Or Contested Items. Company agrees to pay for any dishonoured, unauthorized, forged, materially altered, returned or contested items. WERX will provide Company with notification of these items and adjusts the credit to the relevant account for corresponding amounts less any fees associated with returned items.

4.9. No Interest. WERX will not pay interest on any funds sent pursuant to the EFT Services, including on amounts sent by Company, for the period any amounts were not in Company’s Account(s).

4.10. Rules. In connection with the exercise of Company’s rights and obligations under this Agreement (including without limitation any related to individual privacy), Company will comply, at its own expense, with all Rules applicable to Company and its Customers, its business and/or Transactions and any orders of any Regulator

or regulatory body having jurisdiction over the subject matter hereof, including, but not limited to, the privacy guidelines of the Rules. Company shall not use the Payment Services in any manner, or in furtherance of any activity, that may cause WERX to be subject to investigation, prosecution or legal action.

5. Liability

Company is liable for all EFT Service Transactions any third-party claims or losses arising therefrom. If WERX is subject to a claim or loss arising from the EFT Service, Company will promptly indemnify and hold WERX and any other party harmless from any such claim or loss on demand by WERX.

Schedule “E” Customer Communication Terms

These customer communications terms (the “Agreement”) are between WERX and Company and set out the terms by which WERX shall assist Company in communicating with actual or potential Customers (the“Customer Communication Services”).

1. WERX General Terms of Service

The Customer Communication Services are subject to the WERX General Terms of Service.

2. Agency.

Company hereby appoints WERX as Company’s attorney in fact and agent for the purposes of (a) accessing certain accounts that Company has with email, messaging or social media portals (each a“Channel”)and performing the Customer Communication Services, in part, through WERX’s use of Company’s accounts with the Channel (each, a“Company Comm Account”)on Company’s behalf in that capacity; and (b) managing communications between Company and Company’s Customers on Company’s behalf, including responding to inquiries and conducting outreach in connection with the Customer Communication Services.

3. Channel Status.

Company shall maintain Company Comm Account with each Channel on which Company instructs WERX to perform the Customer Communication Services and Company shall ensure that neither Company nor any of Company’s agents or representatives commit any act or omission that would jeopardize the validity of Company’s Account. Company is solely responsible for each Company Comm Account and for the legal terms and conditions applicable thereto. Notwithstanding WERX’s use of the Company Comm Accounts to provide the Customer Communication Services, WERX assumes no responsibility for the activity in the Company Comm Account, except and to the extent that WERX knowingly uses it to commit fraud.

4. Communication Services

Customer Communication Services shall consist of communicating with actual or potential Customers, promoting Company’s products or services(“Product”)through the Company Comm Account on the Channel. As part of the Customer Communication Services, WERX shall manage communications between Company and Company’s Customers, including without limitation any inquiries, responses, and outreach conducted through the Channels or otherwise in connection with the Communication Services. WERX will provide certain parameters within which the Customer Communication Services will be provided, such as budget, duration, geographic scope, demographic scope, and WERX will use reasonable efforts to match those selections when implementing the Customer Communication Service on each Channel. Channels have varying abilities to tailor campaigns, so Company agrees that WERX will not always track Company’s specific preferences in that regard. On any given Channel, Company shall not use both itself and a third party to communicate.

5. Fees.

Company shall pay Fees for Customer Communication Services as per each Order Form.

6. Customer Content.

From time to time WERX will seek Company’s language and representations, or language and representations that WERX may propose for use in performing the Communication Services on the Channels (the“Customer Content”). Company’s approval of the Customer Content, through the Account (as defined in the WERX General Terms of Service) or through e-mail or other means constitutes Company’s representation and warranty that: (i) Company has all right, title and interest in the Customer Content and Products and Company has the right to use it in the form in which it will be used; (ii) the Customer Content does not violate the laws of Canada or any jurisdiction in which Company has or proposes to have Customers; (iii) the Customer Content is true and not misleading; (iv) Company has all necessary licenses to sell the Products; (v) none of the Products or Customer Content is or contains any links to any illegal or offensive sites or services; (vi) none of the Products or Customer Content are in any way associated with narcotics, illegal substances, controlled substances, child pornography, gaming, gambling, betting, e-wallets, aggregators or other illegal or disreputable (as determined by WERX) offerings or parties.

7. Compliance.

7.1. Laws. Company shall use Customer Communication Services in a manner that is in full compliance with all applicable laws in the jurisdictions where WERX and Company are located. Company will conduct its affairs in an ethical manner and in accordance with the terms and intent of this Agreement.

7.2. Fraud. Company shall not promote or allow the use of the Customer Communication Services or the Product or Customer Content in connection with any money laundering, fraudulent or other illegal activities under any laws or regulations of any applicable jurisdiction.

7.3. Prohibited Uses. Company shall not use the Customer Communication Services to itself or permit any third party to operate any e-wallet, remittance, payment aggregation or payment services company, nor shall Company use the Customer Communication Services in relation to the sale or promotion of any pornography, pharmacy, pharmaceuticals, drugs, prohibited substances, controlled substances, (online or physical) gambling, gaming, casinos, betting, the collection or resale of personal information or any other product or service deemed unacceptable by WERX, acting at its sole discretion. On notice to Company, WERX reserves the right to suspend Customer Communication Services to Company whose activities it deems to be illegal or inappropriate.

7.4. SPAM Prohibited. Company may also promote the Service or any Product or Customer Content, if any, in any manner it deems fit provided that such promotion does not violate any applicable laws and does not involve phishing, bulk e-mails, fax blasting or any illegal or distasteful business practices.

7.5. Monitoring. Company shall monitor the Customer Communication Services and shall immediately notify WERX if any content thereof is inconsistent with the terms hereof or otherwise problematic.

8. Liability

WERX is not liable for any claims, liabilities or losses arising from the Customer Communication Services unless and to the extent that WERX engages in intentional fraud.

Schedule “F” Specifications

See separate disclosures.

Schedule “G” Order Form

See separate disclosures.